February 22, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Strategic Income & Growth Fund
Reg. No. 33-47378, File No. 811-6639
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic ("EDGAR") filing made February 22, 1995 on behalf of
Oppenheimer Strategic Income & Growth Fund (the "Fund"). That filing was
made pursuant to paragraph (b) of Rule 485 under the Securities Act of
1933 and shall be effective when filed, as designated on the facing page
of Form N-1A. The filing included Post-Effective Amendment No. 5 to the
registration statement of the Fund together with the representation of
counsel required by that Rule. The filing fee of $100 was wired to the
SEC's account at Mellon Bank on February 17, 1995 (Fed Wire No. 1498) and
referenced this filing.
The purpose of the Amendment is to amend the facing sheet of the
registration statement to register an additional 2,423,573 Class A shares
of the Fund. Of that amount, 2,365,689 shares were redeemed during the
fiscal year ended December 31, 1994, and had not been previously used for
reductions pursuant to paragraph (a) of Rule 24e-2 or paragraph (c) of
Rule 24f-2. The offering price of $5.01 was the price in effect at the
close of business February 10, 1995.
Very truly yours,
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc:Allan B. Adams, Esq.
Gloria LaFond
SEC/275.24E
<PAGE>
Registration No. 33-47378
File No. 811-6639
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 5 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. / /
OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
- -----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
- -----------------------------------------------------------------------
(Address of Principal Executive Offices)
303-671-3200
- -----------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
- -----------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
/ X / immediately upon filing pursuant to paragraph (b)
/ / on __________________, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on ________, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / on _______________, pursuant to paragraph (a)(2) of Rule 485
- -----------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended September 30, 1994, was filed on November 29, 1994.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of Class A shares
of Oppenheimer Strategic Income & Growth Fund, an open-end management
investment company.
A. Title and amount of shares being registered (number of shares or other
units):
Additional 2,423,573 Class A shares of beneficial interest of
Oppenheimer Strategic Income & Growth Fund.
B. Proposed aggregate offering price to the public of the shares being
registered:
$11,594,816 based upon the offering price of $5.01 per share at
February 10, 1995(1).
C. Amount of filing fee pursuant to Rule 24e-2:
$100
_______________
(1)The calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2 of the Investment Company Act of 1940. The total number of
Class A shares redeemed or repurchased during the previous fiscal year of
the Fund ended September 30, 1994 was 4,163,212. No redeemed or
repurchased shares have been used for reductions pursuant to paragraph (a)
of Rule 24e-2 in any previous filing of Post-Effective Amendments during
the current fiscal year; 1,797,523 shares were used for reductions
pursuant to paragraph (c) of Rule 24f-2. The amount of redeemed or
repurchased shares being used for such reduction in this amendment is
2,365,689.
SEC/275.24E
<PAGE>
February 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Strategic Income & Growth Fund
(Reg. No. 33-47378)
Written Representation of Counsel
To the Securities and Exchange Commission:
Pursuant to paragraph (e) of Rule 485 under the
Securities Act of 1933, and in connection with an Amendment on Form
N-1A which is Post-Effective Amendment No. 5 to the 1933 Act
Registration Statement of the above Fund, the undersigned counsel,
who prepared such Amendment, hereby represents to the Commission
for filing with such Amendment that said Amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of said Rule 485.
Very truly yours,
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
SEC/275.24E
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 15th day of February, 1995.
OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
By: /s/ James C. Swain*
----------------------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ James C. Swain* Chairman of the
- ------------------ Board of Trustees February 15, 1995
James C. Swain
/s/ Jon S. Fossel* Chief Executive
- -------------------- Officer and February 15, 1995
Jon S. Fossel Trustee
/s/ George C. Bowen* Chief Financial
- ------------------- and Accounting February 15, 1995
George C. Bowen Officer
/s/ Robert G. Avis* Trustee February 15, 1995
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee February 15, 1995
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee February 15, 1995
- -----------------------
Charles Conrad, Jr.
/s/ Raymond J. Kalinowski* Trustee February 15, 1995
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee February 15, 1995
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee February 15, 1995
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee February 15, 1995
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
